Soluna Holdings (SLNH) takes full control of Project Dorothy 1A to drive AI campus buildout

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Soluna Holdings has acquired Spring Lane Capital’s equity interest in Project Dorothy 1A for $16.5 million, giving it 100% ownership of the data center project in Silverton, Texas. The move follows Soluna’s earlier $53 million purchase of the Briscoe Wind Farm, which provides 150 megawatts of owned renewable power.

By fully consolidating Dorothy 1A and Briscoe, Soluna aims to create a vertically integrated AI-focused campus, converting existing infrastructure from primarily Bitcoin mining to AI workloads as Dorothy 3 development advances. The company financed part of the deal with a $12 million unsecured promissory note maturing on May 15, 2027, and continues to pursue full ownership of the broader Dorothy campus while advancing a development pipeline exceeding 4.3 gigawatts across multiple sites.

Insights

Soluna is consolidating ownership at its Dorothy campus to pivot it toward AI-focused computing.

Soluna’s $16.5 million purchase of Spring Lane Capital’s remaining 85.4% interest in Project Dorothy 1A gives it full equity control of the site. Combined with the earlier $53 million Briscoe Wind Farm acquisition delivering 150 megawatts of owned power, the company is moving toward a tightly integrated power-plus-data-center model.

The deal is partly funded by a $12 million unsecured promissory note maturing on May 15, 2027, which modestly increases financial leverage. Management highlights plans to convert Dorothy’s infrastructure toward AI workloads and to advance Dorothy 3, within a stated development pipeline above 4.3 gigawatts. Actual benefits will depend on execution, customer demand for AI capacity, and terms with any future equity partners.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Project Dorothy 1A purchase price: $16.5 million Initial cash payment: $6 million Promissory note size: $12 million +5 more

8 metrics

Project Dorothy 1A purchase price $16.5 million Cash consideration for remaining equity interest in D1A

Initial cash payment $6 million Paid at closing of D1A acquisition

Promissory note size $12 million Unsecured promissory note maturing May 15, 2027

Briscoe Wind Farm purchase $53 million Earlier 2026 acquisition supporting Dorothy campus

Briscoe power capacity 150 megawatts Owned renewable power supplying Dorothy campus

Interest acquired in D1A 85.4% Class B interests Remaining equity stake purchased from Spring Lane Capital

Prior D1A Class B interest 14.6% Soluna’s existing Class B membership interest before deal

Development pipeline 4.3 gigawatts+ Total development capacity across multiple sites

Key Terms

9.0% Series A Cumulative Perpetual Preferred Stock, vertical integration, unsecured promissory note, forward-looking statements, +2 more

6 terms

9.0% Series A Cumulative Perpetual Preferred Stock financial

"9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share"

vertical integration financial

"marks the second major step in the Company’s vertical integration of the Dorothy campus"

Vertical integration occurs when a company controls multiple stages of its production or supply chain, such as making its own products and also distributing or selling them. This can help the company reduce costs and increase control over quality and delivery. For investors, it often signals a company’s effort to become more self-sufficient and competitive in its industry.

unsecured promissory note financial

"Soluna signed an unsecured promissory note with a lender in the principal amount of $12 million"

An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.

forward-looking statements regulatory

"This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

safe harbor regulatory

"made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995"

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

Cumulative Perpetual Preferred Stock financial

"9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share"

A cumulative perpetual preferred stock is a share that acts like a long-lasting hybrid between a bond and a dividend-paying stock: it promises regular fixed payments that, if missed, accumulate and must be paid later before common shareholders get dividends, and it has no set maturity date. Investors care because it can provide steady, higher-priority income similar to interest, but with limited capital upside, sensitivity to interest rates, and the risk that payments can be delayed even though they continue to accrue.

Understanding 8-K Material Events →

04/16/2026 - 07:30 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2026

SOLUNA HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-40261

14-1462255

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

325 Washington Avenue Extension
Albany, New York		12205
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 216-9257

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	SLNH	The Nasdaq Stock Market LLC
9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share	SLNHP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On April 16, 2026, Soluna Holdings, Inc. (the “Company”) issued a press release announcing the acquisition of Spring Lane Capital’s equity interest in Project Dorothy 1A for $16.5 million (the “D1A Acquisition”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with the D1A Acquisition, on April 16, 2026, the Company made available an investor presentation on the investor relations portion of its website. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibits 99.1 and 99.2, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1		Press Release, dated April 16, 2026
99.2		Investor Presentation, dated April 16, 2026
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOLUNA HOLDINGS, INC.

Date: April 16, 2026	By:	/s/ Michael Picchi
		Michael Picchi
		Chief Financial Officer
		(principal financial officer)

Exhibit 99.1

Soluna Acquires Full Ownership of Project Dorothy 1A, Accelerating Vertical Integration and AI Campus Development

$16.5M acquisition consolidates Dorothy campus control; positions Soluna to convert existing infrastructure to AI and market Dorothy 3 to prospective customers

ALBANY, NY, April 16, 2026 – Soluna Holdings, Inc. (“Soluna” or the “Company”) (NASDAQ: SLNH), a developer of green data centers for intensive computing applications, including Bitcoin mining and AI, today announced the acquisition of Spring Lane Capital’s equity interest in Project Dorothy 1A (“D1A”) for $16.5 million. The transaction gives Soluna complete equity ownership of D1A, located in Silverton, Texas, and marks the second major step in the Company’s vertical integration of the Dorothy campus, following the $53 million acquisition of the Briscoe Wind Farm earlier this month.

With full ownership of D1A and Briscoe providing 150 megawatts of owned renewable power, Soluna is positioning itself to convert the Dorothy campus to AI computing as Dorothy 3 development advances and opens the door to bringing new equity partners onto the site on terms aligned with the Company’s AI-first strategy.

The acquisition represents a natural conclusion to Soluna’s partnership with Spring Lane Capital on the D1A project. SpringLane’s Fund I receives cash liquidity for its ownership interest, while Soluna gains the full equity control necessary to change the business plan of its Dorothy projects to support AI workloads and accelerate the development of Dorothy 3.

“Spring Lane Capital was the right partner for the first chapter of Dorothy,” said John Belizaire, CEO of Soluna. “With Briscoe secured and Dorothy 1A now fully owned, we have the foundation for what comes next: a vertically integrated AI campus, from energy generation to compute infrastructure, that we control end to end. That control is what gives us an accelerated path to power for AI customers.”

Transaction Details

The $16.5 million acquisition will be paid in cash in two installments: $6 million at closing, with the balance due in July 2026. Soluna previously held 14.6% interest in the Class B Membership Interests of D1A; this acquisition of the remaining 85.4% brings Soluna’s ownership of D1A to 100%, as it already owns 100% of the Class A Membership Interests. To finance a portion of the transaction, Soluna signed an unsecured promissory note with a lender in the principal amount of $12 million, maturing on May 15, 2027, which closed concurrently with the acquisition. Additional details regarding the transaction and the promissory note will be described in the Company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”).

Term		Detail
Total Purchase Price		$16,500,000
Financing		Promissory note with a lender plus balance sheet cash
Seller		Spring Lane Capital (SLC Fund I)
Interests Acquired		85.4% Class B Membership Interests
Post-Closing Ownership		100% of Project Dorothy 1A
Closing Date		April 15, 2026

Path to Full Campus Ownership

Soluna intends to pursue full ownership of the entire Project Dorothy campus. Discussions regarding Dorothy 1B and Dorothy 2 are underway. For Dorothy 3, the Company’s plan is to obtain significant ownership with the option to bring in new equity partners aligned with the AI infrastructure buildout. In the medium term, as Dorothy 3 development matures, the campus will transition to AI as its primary workload. Soluna expects to provide updates on campus ownership consolidation and Dorothy 3 development in its regular SEC filings and investor communications.

The D1A acquisition follows a series of strategic actions in 2026, including the Briscoe Wind Farm acquisition, the achievement of substantial completion at Kati 1 ahead of schedule, and the advancement of AI-focused development at Kati 2 and Grace. Soluna’s development pipeline now exceeds 4.3 gigawatts across multiple sites.

For more information on the acquisition, including an investor presentation, visit Soluna’s Investor Center at www.solunacomputing.com/investors. More on Project Dorothy and Soluna’s data center projects is available at www.solunacomputing.com.

Safe Harbor Statement by Soluna

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, our expectations with respect to the conversion of the Dorothy campus infrastructure to AI workloads, the development of Project Dorothy 3, the Company’s plan to acquire full ownership of the entire Project Dorothy campus and the potential to bring in new equity partners for future projects; and other statements that are predictive in nature. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” and similar statements. Soluna may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical facts, including but not limited to statements about Soluna’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, further information regarding which is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of the press release, and Soluna undertakes no duty to update such information, except as required under applicable law.

About Soluna Holdings, Inc. (Nasdaq: SLNH)

Soluna is on a mission to make renewable energy a global superpower, using computing as a catalyst. The Company designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. Soluna’s pioneering data centers are strategically co-located with wind, solar, or hydroelectric power plants to support high-performance computing applications, including Bitcoin Mining, Generative AI, and other compute-intensive applications. Soluna’s proprietary software MaestroOS(™) helps energize a greener grid while delivering cost-effective and sustainable computing solutions and superior returns. To learn more, visit solunacomputing.com and follow us on:

	●	LinkedIn: https://www.linkedin.com/company/solunaholdings/
	●	X (formerly Twitter): x.com/solunaholdings
	●	YouTube: youtube.com/c/solunacomputing
	●	Newsletter: bit.ly/solunasubscribe
	●	Resource Center: solunacomputing.com/resources

Soluna regularly posts important information on its website and encourages investors and potential investors to consult the Soluna investor relations and investor resources sections of its website regularly.

Contact

Public Relations

West of Fairfax for Soluna

Soluna@westof.co

Exhibit 99.2

Source: View Original Filing on SEC EDGAR

FAQ

What did Soluna Holdings (SLNH) acquire in the Project Dorothy 1A deal?

Soluna acquired Spring Lane Capital’s equity interest in Project Dorothy 1A for $16.5 million, raising its stake in the project to 100% ownership. This gives Soluna full control over the Dorothy 1A data center in Silverton, Texas, supporting its AI-focused infrastructure strategy.

How is Soluna Holdings (SLNH) financing the Project Dorothy 1A acquisition?

Soluna is paying $16.5 million in cash, with $6 million due at closing and the remainder due in July 2026. To support the purchase, it entered into a $12 million unsecured promissory note with a lender, maturing on May 15, 2027.

How does the Project Dorothy 1A deal fit Soluna Holdings’ (SLNH) AI strategy?

Full ownership of Dorothy 1A, together with the Briscoe Wind Farm’s 150 megawatts of renewable power, helps Soluna pursue a vertically integrated AI campus. The company plans to convert the Dorothy campus to AI workloads as Dorothy 3 development advances and seeks equity partners aligned with this AI-first approach.

What prior transaction at the Dorothy campus did Soluna Holdings (SLNH) complete?

Earlier in 2026, Soluna completed a $53 million acquisition of the Briscoe Wind Farm, which supplies 150 megawatts of owned renewable power to the Dorothy campus. This wind asset underpins the company’s plan to pair low-cost renewable energy with intensive computing and future AI workloads.

What is the scale of Soluna Holdings’ (SLNH) overall development pipeline?

Soluna reports a development pipeline exceeding 4.3 gigawatts across multiple sites. This includes projects like Kati 1, Kati 2, Grace, and the broader Dorothy campus, reflecting the company’s ambition to build large-scale, renewable-powered infrastructure for Bitcoin mining and AI computing applications.

What are Soluna Holdings’ (SLNH) future plans for the wider Project Dorothy campus?

Soluna intends to pursue full ownership of the entire Dorothy campus, including Dorothy 1B and Dorothy 2, with discussions underway. For Dorothy 3, it seeks significant ownership while potentially adding new equity partners, aiming for the campus to transition to AI as its primary workload over time.

Filing Exhibits & Attachments

21 documents

Soluna Holdings (SLNH) takes full control of Project Dorothy 1A to drive AI campus buildout

Rhea-AI Filing Summary

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